Green Equity Investors V, L.P. 3
Accession 0001209191-20-065568
Filed
Dec 29, 7:00 PM ET
Accepted
Dec 30, 6:04 PM ET
Size
33.6 KB
Accession
0001209191-20-065568
Insider Transaction Report
Contingent Earnout Shares
→ Common Stock (743,522 underlying)Contingent Earnout Shares
→ Common Stock (563 underlying)Contingent Earnout Shares
→ Common Stock (223,032 underlying)Contingent Earnout Shares
→ Common Stock (563 underlying)Contingent Earnout Shares
→ Common Stock (223,032 underlying)- 20,027,681
Common Stock
- 15,171
Common Stock
Contingent Earnout Shares
→ Common Stock (743,522 underlying)- 6,007,654
Common Stock
Contingent Earnout Shares
→ Common Stock (743,522 underlying)- 6,007,654
Common Stock
Contingent Earnout Shares
→ Common Stock (743,522 underlying)- 20,027,681
Common Stock
Contingent Earnout Shares
→ Common Stock (223,032 underlying)Contingent Earnout Shares
→ Common Stock (563 underlying)Contingent Earnout Shares
→ Common Stock (223,032 underlying)- 15,171
Common Stock
Contingent Earnout Shares
→ Common Stock (563 underlying)
Contingent Earnout Shares
→ Common Stock (563 underlying)- 15,171
Common Stock
Contingent Earnout Shares
→ Common Stock (743,522 underlying)Contingent Earnout Shares
→ Common Stock (563 underlying)Contingent Earnout Shares
→ Common Stock (743,522 underlying)- 20,027,681
Common Stock
Contingent Earnout Shares
→ Common Stock (223,032 underlying)Contingent Earnout Shares
→ Common Stock (223,032 underlying)- 6,007,654
Common Stock
Contingent Earnout Shares
→ Common Stock (743,522 underlying)- 15,171
Common Stock
- 20,027,681
Common Stock
- 6,007,654
Common Stock
Contingent Earnout Shares
→ Common Stock (743,522 underlying)Contingent Earnout Shares
→ Common Stock (563 underlying)Contingent Earnout Shares
→ Common Stock (223,032 underlying)Contingent Earnout Shares
→ Common Stock (563 underlying)Contingent Earnout Shares
→ Common Stock (223,032 underlying)
- 20,027,681
Common Stock
- 6,007,654
Common Stock
Contingent Earnout Shares
→ Common Stock (223,032 underlying)Contingent Earnout Shares
→ Common Stock (743,522 underlying)Contingent Earnout Shares
→ Common Stock (563 underlying)Contingent Earnout Shares
→ Common Stock (563 underlying)Contingent Earnout Shares
→ Common Stock (743,522 underlying)Contingent Earnout Shares
→ Common Stock (223,032 underlying)- 15,171
Common Stock
Contingent Earnout Shares
→ Common Stock (563 underlying)Contingent Earnout Shares
→ Common Stock (563 underlying)Contingent Earnout Shares
→ Common Stock (743,522 underlying)- 6,007,654
Common Stock
Contingent Earnout Shares
→ Common Stock (223,032 underlying)Contingent Earnout Shares
→ Common Stock (743,522 underlying)- 15,171
Common Stock
Contingent Earnout Shares
→ Common Stock (223,032 underlying)- 20,027,681
Common Stock
- 6,007,654
Common Stock
Contingent Earnout Shares
→ Common Stock (743,522 underlying)Contingent Earnout Shares
→ Common Stock (743,522 underlying)Contingent Earnout Shares
→ Common Stock (223,032 underlying)Contingent Earnout Shares
→ Common Stock (563 underlying)- 20,027,681
Common Stock
- 15,171
Common Stock
Contingent Earnout Shares
→ Common Stock (223,032 underlying)Contingent Earnout Shares
→ Common Stock (563 underlying)
Contingent Earnout Shares
→ Common Stock (223,032 underlying)Contingent Earnout Shares
→ Common Stock (223,032 underlying)- 20,027,681
Common Stock
- 6,007,654
Common Stock
- 15,171
Common Stock
Contingent Earnout Shares
→ Common Stock (743,522 underlying)Contingent Earnout Shares
→ Common Stock (563 underlying)Contingent Earnout Shares
→ Common Stock (563 underlying)Contingent Earnout Shares
→ Common Stock (743,522 underlying)
- 6,007,654
Common Stock
Contingent Earnout Shares
→ Common Stock (223,032 underlying)- 15,171
Common Stock
Contingent Earnout Shares
→ Common Stock (743,522 underlying)Contingent Earnout Shares
→ Common Stock (223,032 underlying)Contingent Earnout Shares
→ Common Stock (563 underlying)- 20,027,681
Common Stock
Contingent Earnout Shares
→ Common Stock (743,522 underlying)Contingent Earnout Shares
→ Common Stock (563 underlying)
Footnotes (13)
- [F1]Pursuant to the consummation of the business combination of Monocle Acquisition Corporation ("Monocle"), Monocle Holdings, Inc. (following the business combination, the "Issuer") and AerSale Corp., AerSale Corp. merged with and into a wholly-owned subsidiary of the Issuer, with AerSale Corp. surviving the business combination, and each share of AerSale Corp. common stock outstanding and each in-the-money AerSale Corp. stock appreciation right were converted into the right to receive a combination of cash and shares of the Issuer's common stock, as described in the Registration Statement on Form S-4 filed by the Issuer in connection with the business combination.
- [F10]Represents shares of Common Stock that may be issued to Coinvest if the closing sale price of Common Stock equals or exceeds $13.50 per share for any period of 20 trading days out of 30 consecutive trading days prior to December 22, 2025, pursuant to an "earn out" provision in the Merger Agreement.
- [F11]Represents shares of Common Stock that may be issued to GEI V if the closing sale price of Common Stock equals or exceeds $15.00 per share for any period of 20 trading days out of 30 consecutive trading days prior to December 22, 2025, pursuant to an "earn out" provision in the Merger Agreement.
- [F12]Represents shares of Common Stock that may be issued to GEI Side V if the closing sale price of Common Stock equals or exceeds $15.00 per share for any period of 20 trading days out of 30 consecutive trading days prior to December 22, 2025, pursuant to an "earn out" provision in the Merger Agreement.
- [F13]Represents shares of Common Stock that may be issued to Coinvest if the closing sale price of Common Stock equals or exceeds $15.00 per share for any period of 20 trading days out of 30 consecutive trading days prior to December 22, 2025, pursuant to an "earn out" provision in the Merger Agreement.
- [F2]Represents shares of Common Stock of the Issuer owned by Green Equity Investors V, L.P. ("GEI V").
- [F3]GEI Capital V, LLC ("Capital") is the general partner of GEI V and Green Equity Investors Side V, L.P. ("GEI Side V"). Leonard Green & Partners, L.P. ("LGP") is the management company of GEI V and GEI Side V, and an affiliate of Capital. LGP Management, Inc. ("LGPM") is the general partner of LGP. Green V Holdings, LLC is a limited partner of GEI V and GEI Side V. LGP Associates V LLC ("Associates") is the manager of LGP Parts Coinvest LLC ("Coinvest"). Peridot Coinvest Manager LLC ("Peridot") is the management company of Associates.
- [F4]Each of GEI V, GEI Side V, Coinvest, Associates, Capital, LGP, LGPM, Holdings and Peridot directly (whether through ownership or position), or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of some or all of the Ordinary Shares held by GEI V, GEI Side V, and Coinvest (together, the "Investors") and, therefore, a "ten percent holder" hereunder.
- [F5]Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock reported herein and not held for record by such Reporting Person, except to the extent of its pecuniary interest therein. This report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities not held of record by the respective Reporting Person, for purposes of Section 16 or for any other purpose.
- [F6]Represents shares of Common Stock owned by GEI Side V.
- [F7]Represents shares of Common Stock owned by Coinvest.
- [F8]Represents shares of Common Stock that may be issued to GEI V if the closing sale price of Common Stock equals or exceeds $13.50 per share for any period of 20 trading days out of 30 consecutive trading days prior to December 22, 2025, pursuant to an "earn out" provision in the Amended and Restated Merger Agreement, dated as of September 8, 2020 by and among the Issuer, Aersale Aviation, Inc., Monocole, Monocle Merger Sub 1 Inc., Monocle Merger Sub 2 LLC, and Leonard Green & Partners, L.P (the "Merger Agreement").
- [F9]Represents shares of Common Stock that may be issued to GEI Side V if the closing sale price of Common Stock equals or exceeds $13.50 per share for any period of 20 trading days out of 30 consecutive trading days prior to December 22, 2025, pursuant to an "earn out" provision in the Merger Agreement.
Issuer
AerSale Corp
CIK 0001754170
Related Parties
1- filerCIK 0001449644
Filing Metadata
- Form type
- 3
- Filed
- Dec 29, 7:00 PM ET
- Accepted
- Dec 30, 6:04 PM ET
- Size
- 33.6 KB